EXHIBIT 10.1
AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made and entered
into as of the 28th day of August, 1998, by and among CROSS TIMBERS OIL COMPANY,
a Delaware corporation ("Company"), the Banks that are signatories hereto
(collectively, the "Banks"), ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, as
Administrative Agent for Banks, NATIONSBANK, N.A., as Syndication Agent for
Banks and CHASE BANK OF TEXAS, N.A., as Documentation Agent for Banks.
W I T N E S S E T H:
WHEREAS, Company, ▇▇▇▇▇▇ Guaranty Trust Company of New York, as
Administrative Agent for Banks, NationsBank, N.A., successor in interest by
merger to NationsBank of Texas, N.A., as Syndication Agent for Banks, Chase Bank
of Texas, N.A., as Documentation Agent for Banks, and Banks have entered into
that certain Revolving Credit Agreement, dated as of April 17, 1998, which was
amended by (i) that certain First Amendment to Revolving Credit Agreement dated
as of June 1, 1998 among Company and Banks, (ii) that certain Second Amendment
to Revolving Credit Agreement dated as of June 17, 1998 among Company and Banks,
and (iii) that certain Third Amendment to Revolving Credit Agreement dated as of
June 18, 1998 among Company and Banks (as amended and as in effect as of the
Closing Date (as defined below), as amended and restated hereby and as amended
from time to time hereafter, the "Loan Agreement").
WHEREAS, the parties hereto desire to amend the Loan Agreement as set forth
herein and to restate the Loan Agreement in its entirety to read as set forth in
the Loan Agreement with the amendments specified below.
NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
ARTICLE I
Definitions and References
1.01 Unless otherwise specifically defined herein, each term used herein
which is defined in the Loan Agreement as in effect immediately prior to the
Closing Date shall have the meaning assigned to such term in the Loan Agreement
as so in effect. Each reference to "hereof," "hereunder," "herein" and "hereby"
and each other similar reference and each reference to "this Loan Agreement" and
each other similar reference contained in the Loan Agreement shall from and
after the Closing Date refer to the Loan Agreement as amended and restated
hereby.
ARTICLE II
Amendments
2.01 Amendments to Article I. Effective as of the Closing Date, Article
I of the Loan Agreement is amended as follows:
(A) Amendments to Certain Definitions. The definitions of Closing
Date, Commitment and Threshold Amount and subclause (xiii) of the definition of
Permitted Liens as set forth in Article I of the Loan Agreement are amended in
their entirety and the following are substituted therefor:
(i) "Closing Date" shall mean August 28, 1998.
(ii) "Commitment" shall mean at any time Banks' commitment to make the
Loan and any Borrowing thereunder available to Company in an
aggregate amount at any time not to exceed the lesser of (i) the
Borrowing Base then in effect or (ii) the Facility Amount. With
respect to each Bank, its Commitment shall never exceed its
Percentage of the lesser of (i) the Borrowing Base then in effect
or (ii) the Facility Amount. The amount of each Bank's Commitment
may be terminated or reduced from time to time in accordance with
the provisions hereof. The Commitment as of the Closing Date is
$560,000,000, and (a) upon closing of the East Texas Acquisition
the Commitment then in effect shall increase by $8,000,000 and (b)
upon closing of the Shell Acquisition the Commitment then in
effect shall increase by $32,000,000, but in each case subject to
further adjustment as provided in Section 5.05(a).
(iii) "Sub-clause (xiii) of the definition of "Permitted Liens" is
hereby amended in its entirety to read as follows:
"(xiii) (a) Liens granted under the Compressor Lease
Agreements, and (b) Liens granted under aircraft lease
agreements and other equipment lease agreements in which
Company or a Subsidiary is the lessee, provided that the
Indebtedness respecting such lease agreements is permitted
under Section 9.01 hereof;"
(iv) "Threshold Amount" shall mean, at any time during the period
between the Closing Date to April 15, 1999, the lesser of (A) the
amount determined under the PV Borrowing Base Test or (B) the
amount equal to the remainder of (i) the quotient of (a) the
Present Value of Borrowing Base Reserves that are attributable to
the Proved Reserves allocable to the Borrowing Base Assets
(provided that at least eighty-five percent (85%) of such Proved
Reserves shall consist of Proved Developed Producing Reserves)
plus the Gas Subsidiaries' Loan Value divided by (b) 1.35, less
(ii) the unpaid principal balance of the Subordinated Indebtedness
then outstanding. At the Closing Date, the Threshold Amount is
$525,000,000. Upon closing of the East Texas Acquisition, the
Threshold Amount then in effect
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shall be increased by $8,000,000, and upon closing of the Shell
Acquisition, the Threshold Amount then in effect shall be
increased by $32,000,000. During the period between the Closing
Date to April 15, 1999, the Threshold Amount shall be determined
(and approved by Majority Banks) as provided in Section 2.03(d)
hereof and upon each redetermination of the Borrowing Base.
(B) Additional Definitions. The following definitions are hereby
included in Article I of the Loan Agreement:
(i) "Compressor Lease Agreements" shall mean collectively, (a)
the wellhead compressor lease agreements in which Company or a
Subsidiary is the lessee for Mineral Properties in the San ▇▇▇▇
Basin area, and providing that the total funding amount under such
lease agreements shall not exceed $4,600,000, (b) the compressor
lease agreements in which Company or a Subsidiary is the lessee
for Mineral Properties in the East Texas area, and providing that
the total funding amount under such lease agreements shall not
exceed $5,000,000, and (c) the compressor lease agreements in
which Company or a Subsidiary is the lessee for Mineral Properties
in the Ozona Texas area, and providing that the total funding
amount under such lease agreements shall not exceed $3,500,000. As
used herein and in Section 9.01 (xi), the term "funding amount"
shall mean the lessor's cost of the compressors and other
equipment that is subject to the applicable lease agreement as set
forth in such lease agreement."
(ii) "East Texas Acquisition" shall mean the acquisition
transaction to be consummated pursuant to which Company, as buyer,
shall acquire the East Texas Properties.
(iii) "East Texas Properties" shall mean the oil and gas
properties to be acquired by Company upon closing of the East
Texas Acquisition. The East Texas Properties comprise additional
undivided interests in certain oil and gas properties included in
the EEX Properties.
(iv) "Shell Acquisition" shall mean the acquisition transaction
to be consummated pursuant to that certain Purchase and Sale
Agreement between Shell Western E&P Inc., Shell Deepwater
Production Royalties Inc. and Shell Offshore Inc., as Seller, and
Company, as Buyer.
(v) "Shell Properties" shall mean the oil and gas properties to
be acquired by Company upon closing of the Shell Acquisition.
2.02. Amendment to Section 5.01(a)(i). Effective as of the Closing Date,
Section 5.01(a)(i) of the Loan Agreement is amended in its entirety and the
following shall be substituted therefor:
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"(i) The PV Borrowing Base. The PV Borrowing Base shall be
based upon economic variables which evaluate the discounted
present value of future net income accruing to the Borrowing Base
Assets as established by the Reserve Reports delivered from time
to time hereunder (herein called the "Present Value of Borrowing
Base Reserves") and the Gas Subsidiaries' Loan Value as determined
from time to time. For the period from the Closing Date to April
15, 1999, the PV Borrowing Base Test shall equal the sum of (a)
fifty percent (50%) of the Present Value of Borrowing Base
Reserves that are attributable to the Proved Reserves allocable
to the Borrowing Base Assets; provided, however, that at least
eighty-three percent (83%) of such Proved Reserves shall consist
of Proved Developed Producing Reserves, and (b) the loan value
assigned to the operations of the Gas Marketing Subsidiaries as
determined according to Section 5.07 herein (such loan value is
herein called the "Gas Subsidiaries' Loan Value"). From and after
April 15, 1999, the PV Borrowing Base Test shall equal the sum of
(a) fifty percent (50%) of the Present Value of Borrowing Base
Reserves that are attributable to the Proved Reserves allocable to
the Borrowing Base Assets; provided, however, that at least
eighty-five percent (85%) of such Proved Reserves shall consist of
Proved Developed Producing Reserves, and (b) the Gas Subsidiaries'
Loan Value. The term "Borrowing Base Assets" shall mean only such
Mineral Properties (i) to which Company has good and indefeasible
title and (ii) which are not subject to any liens, encumbrances or
charges, except for Permitted Liens for or against which
Indebtedness is not due and payable."
2.03. Amendment to Section 5.01(a)(ii). Effective as of the Closing
Date, Section 5.01(a)(ii) of the Loan Agreement is amended in its entirety and
the following shall be substituted therefor:
"(ii) The Adjusted PV Borrowing Base Test. For the period from
the Closing Date to April 15, 1999, the Adjusted PV Borrowing Base
Test shall equal the remainder of (i) the quotient of (a) the
Present Value of Borrowing Base Reserves that are attributable to
the Proved Reserves allocable to the Borrowing Base Assets
(provided that at least eighty-three percent (83%) of such Proved
Reserves shall consist of Proved Developed Producing Reserves)
plus the Gas Subsidiaries' Loan Value divided by (b) 1.29, less
(ii) the unpaid principal balance of the Subordinated Indebtedness
then outstanding. From and after April 15, 1999, the Adjusted PV
Borrowing Base Test shall equal the remainder of (i) the quotient
of (a) the Present Value of Borrowing Base Reserves that are
attributable to the Proved Reserves allocable to the Borrowing
Base Assets (provided that at least eighty-five percent (85%) of
such Proved Reserves shall consist of Proved Developed Producing
Reserves) plus the Gas Subsidiaries' Loan Value divided by (b)
1.35, less (ii) the unpaid principal balance of the Subordinated
Indebtedness then outstanding.
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2.04. Amendment to Section 5.02. Effective as of the Closing Date,
Section 5.02 of the Loan Agreement is amended in its entirety and the following
is substituted therefor:
"5.02. Initial Borrowing Base. During the period from the
Closing Date to the first to close of the East Texas Acquisition or the
Shell Acquisition, the Borrowing Base shall be $560,000,000. Upon
consummation of the East Texas Acquisition, the Borrowing Base then in
effect shall be increased by $8,000,000, but subject to further adjustment
as provided in Section 5.05(a) Upon consummation of the Shell Acquisition,
the Borrowing Base then in effect shall be increased by $32,000,000, but
subject to further adjustment as provided in Section 5.05(a). The Borrowing
Base in effect from time to time is subject to adjustment as provided in
Sections 5.03, 5.04 and 5.05."
2.05. Amendment to Section 5.05(a). Effective as of the Closing Date,
Section 5.05(a) of the Loan Agreement is amended by including the following
sentences at the conclusion of such section:
"Pursuant to the terms of the purchase and sale agreements
evidencing the East Texas Acquisition and the Shell Acquisition,
at closing of each of the East Texas Acquisition and the Shell
Acquisition, certain of the East Texas Properties and/or the Shell
Properties, may be excluded from such acquisitions and the
purchase price for the East Texas Properties and/or the Shell
Properties may be reduced by the value allocated to such excluded
properties, on account of title defects and/or adverse
environmental conditions. After the collective purchase price for
the East Texas Properties and the Shell Properties has been
reduced by an aggregate amount of $5,000,000 on account of such
title defects and/or environmental conditions, the Borrowing Base
shall thereafter be reduced by the loan value assigned to any
additional properties that are affected by such title defects
and/or environmental conditions according to the reserve report
covering the East Texas Properties and/or the Shell Properties
that was delivered by Company to Agents or, if available, the most
recent Reserve Report delivered to Banks."
2.06. Amendment to Article 7. Effective as of the Closing Date, Article
7 of the Loan Agreement is amended by including the following Sections 7.04 and
7.05:
"7.04. East Texas Acquisition. In addition to the conditions
precedent set forth in Section 7.02, the obligation of Banks to increase
the Borrowing Base and the Commitment by the amounts set forth herein shall
be subject to the following additional conditions precedent:
(a) Title Information. Supplemental title opinions,
updated title reports, existing title opinions, assignments,
division orders, and/or other evidence of title requested by
Agents, covering the properties to be
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acquired by Company pursuant to the East Texas Acquisition
evidencing that (subject to Permitted Liens) Company shall have
good and marketable title to such properties that constitute not
less than 60% of the value of all of the East Texas Properties to
be acquired pursuant to the East Texas Acquisition, and
assignments and other instruments of conveyance from East Texas to
Company that vest title to the East Texas Properties to be
acquired pursuant to the East Texas Acquisition in Company.
(b) Notice. No later than three (3) Business Days after
the closing date of the East Texas Acquisition, Company shall
provide Agents (with copy to Administrative Agent's office at
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Center, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) with written notice
of the closing of the East Texas Acquisition and the Commitment
and Borrowing Base to be in effect after consummation of the East
Texas Acquisition."
"7.05. Shell Acquisition. In addition to the conditions precedent
set forth in Section 7.02, the obligation of Banks to increase the Borrowing
Base and the Commitment by the amounts set forth herein shall be subject to
the following additional conditions precedent:
(a) Environmental Assessment. An environmental assessment
prepared by an independent environmental consultant approved by
Agents covering the Shell Properties to be acquired by Company
under the Shell Acquisition, evidencing that there are no
violations of any Environmental Laws respecting the Shell
Properties that are likely to have a Material Adverse Effect on
Company or its Subsidiaries considered as a whole.
(b) Title Information. Supplemental title opinions,
updated title reports, existing title opinions, assignments,
division orders, and/or other evidence of title requested by
Agents, covering the properties to be acquired by Company pursuant
to the Shell Acquisition evidencing that (subject to Permitted
Liens) Company shall have good and marketable title to such
properties that constitute not less than 60% of the value of all
of the Shell Properties to be acquired pursuant to the Shell
Acquisition, and assignments and other instruments of conveyance
from Shell to Company that vest title to the Shell Properties to
be acquired pursuant to the Shell Acquisition in Company."
(c) Prior Notice. On the closing date of the Shell
Acquisition, Company shall provide Agents (with copy to
Administrative Agent's office at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Center, ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇) with written notice of the closing of the Shell
Acquisition and the Commitment and Borrowing Base to be in effect
after consummation of the Shell Acquisition."
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2.07. Amendment to Section 9.01. Effective as of the Closing Date,
subclause (xii) of Section 9.01 of the Loan Agreement shall become subclause
(xiii) and subclause (xi) of Section 9.01 of the Loan Agreement is amended by
deleting such subclause and substituting the following subclauses (xi) and
(xii):
"(xi) Indebtedness of Company and the Subsidiaries (a) under the
Compressor Lease Agreements; provided, however, that (i) the total funding
amount under the wellhead compressor lease agreements for Mineral
Properties in the San ▇▇▇▇ Basin area shall not to exceed $4,600,000, (ii)
the total funding amount under the compressor lease agreements for Mineral
Properties in the East Texas area shall not to exceed $5,000,000, and (iii)
the total funding amount under the compressor lease agreements for Mineral
Properties in the Ozona Texas area shall not exceed $3,500,000, and (b)
under aircraft lease agreements in which the total funding amount
thereunder shall not exceed $6,200,000, (xii) such other Indebtedness of
Company and the Subsidiaries (in the aggregate) not exceeding $5,000,000 at
any one time outstanding, exclusive of any Indebtedness between Company and
the Subsidiaries, and"
2.08. Amendment to Section 9.03. Effective as of the Closing Date,
Section 9.03 of the Loan Agreement is amended in its entirety and the following
is substituted therefor:
"9.03. Dividends and Distributions. Company shall be permitted to
pay Dividends and repurchase its shares of stock, provided, however, that
(i) the aggregate amount of the Dividends so paid by Company during any
four consecutive calendar quarterly periods shall not exceed twenty-five
percent (25%) of Company's net cash flow from operations during such four
quarterly periods and (ii) in addition to the Dividends permitted in
subclause (i) above, during the term of the Loan, Company shall be
permitted to repurchase up to, but not exceeding, 3,000,000 shares of its
stock; provided, further, however, that without the prior consent of
Majority Banks Company shall pay no Dividends nor shall Company repurchase
any of its shares of stock otherwise permitted above if (i) an Event of
Default exists hereunder, (ii) payment of such permitted Dividends or stock
repurchases would cause an Event of Default hereunder, or (iii) a Borrowing
Base Deficiency exists hereunder. For the purposes of this Section 9.03,
the term "net cash flow from operations" shall mean Company's net income
for the four quarterly periods under review as established by the financial
reports delivered by Company to Banks according to Sections 8.01(a) and
8.01(b) hereof for such quarterly periods, plus depreciation, depletion and
other non-cash charges reflected in such financial information."
2.09. Amendment to Section 9.14. Effective as of the Closing Date,
Section 9.14 of the Loan Agreement is amended by deleting subclause (vi) thereof
and substituting the following therefor:
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"(vi) the Guaranty by Company of its Subsidiaries arising under (a) the
Compressor Lease Agreements, and (b) other equipment leases of its
Subsidiaries not otherwise included in subclauses (ii), (iii) or (iv) above
or in this subclause (vi), provided that the Indebtedness respecting such
other equipment leases is permitted under Section 9.01 hereof, and"
2.10. Amendment to Schedule I. Effective as of the Closing Date, Schedule
I of the Loan Agreement amended in its entirety and the Schedule I attached
hereto shall be substituted therefor.
ARTICLE III
Condition Precedent
3.01 Counterparts; Conditions to Effectiveness.
(a) Majority Banks. As to Sections 2.01(A)(i) and (iii), Section
2.01(B)(i),Section 2.07, Section 2.08 and Section 2.09 hereof, this instrument
shall become effective as to such Sections (and the Loan Agreement shall be
amended and restated in the form of the Loan Agreement immediately before giving
effect hereto and with the amendments referred to in such Sections) as of the
Closing Date when Administrative Agent shall have received a duly executed
counterpart hereof signed by the Company and Majority Banks (or, in the case of
any Bank included within Majority Banks as to which an executed counterpart
shall not have been received, Administrative Agent shall have received
telegraphic, telex or other written confirmation from such party of execution of
a counterpart hereof by such Bank).
(b) All Banks. As to Sections 2.01(A)(ii) and (iv), Section 2.01(B)(ii),
(iii), (iv) and (v), Section 2.02, Section 2.03, Section 2.04, Section 2.05,
Section 2.06 and Section 2.10 hereof, this instrument shall become effective as
to such Sections (and the Loan Agreement shall be amended and restated in the
form of the Loan Agreement immediately before giving effect hereto and with the
amendments referred to in such Sections) as of the Closing Date when
Administrative Agent shall have received a duly executed counterpart hereof
signed by the Company and all of the Banks (or, in the case of any Bank as to
which an executed counterpart shall not have been received, Administrative Agent
shall have received telegraphic, telex or other written confirmation from such
party of execution of a counterpart hereof by such Bank).
ARTICLE IV
Ratifications, Representations and Warranties
4.01. Ratifications. The terms and provisions set forth herein shall
modify and supersede all inconsistent terms and provisions set forth in the Loan
Agreement immediately before giving effect hereto and the other Loan Papers,
and, except as expressly modified, amended, and superseded herein, the terms and
provisions of the Loan Agreement and the other Loan Papers are ratified and
confirmed and shall continue in full force and effect. Company and Banks agree
that the Loan Agreement, as amended and restated in its entirety hereby, and the
8
other Loan Papers shall continue to be legal, valid, binding and enforceable in
accordance with their respective terms.
4.02. Representations, Warranties and Agreements. Company hereby
represents and warrants to Banks that (a) the execution, delivery and
performance of the Loan Agreement as amended and restated in its entirety hereby
has been authorized by all requisite corporate action on the part of Company and
will not violate the Articles/Certificate of Incorporation or Bylaws of Company;
(b) the representations and warranties contained in the Loan Agreement, as
amended and restated in its entirety hereby, and any other Loan Papers are true
and correct on and as of the date hereof and on and as of the date of execution
hereof as though made on and as of each such date; (c) no Default or Event of
Default under the Loan Agreement, as amended and restated in its entirety
hereby, has occurred and is continuing; and (d) Company is in full compliance
with all covenants and agreements contained in the Loan Agreement and the other
Loan Papers, as amended and restated in its entirety hereby.
ARTICLE V
Miscellaneous Provisions
5.01. Reference to Loan Agreement. The other Loan Papers, and any and all
other agreements, documents or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms of the Loan
Agreement, as amended and restated in its entirety hereby, are hereby amended so
that any reference in the Loan Agreement and such other Loan Papers to the Loan
Agreement shall mean a reference to the Loan Agreement as amended and restated
in its entirety hereby.
5.02. Expenses of Agents. As provided in the Loan Agreement, Company
agrees to pay on demand all reasonable costs and expenses incurred by Agents in
connection with the preparation, negotiation and execution of this Amended and
Restated Revolving Credit Agreement, including, without limitation, the costs
and fees of Agent's legal counsel, and all reasonable costs and expenses
incurred by Banks in connection with the enforcement or preservation of any
rights under the Loan Agreement, as amended and restated in its entirety hereby,
or any other Loan Papers, including, without, limitation, the reasonable costs
and fees of Agents' legal counsel. Company shall not be responsible for the
cost or expense of legal counsel of any other Bank in connection with the
preparation, execution and delivery of this Amendment.
5.03. Counterparts. This instrument may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.
5.04. Headings. The headings, captions, and arrangements used herein are
for convenience only and shall not affect the interpretation of this instrument.
5.05. Applicable Law. THE LOAN AGREEMENT AS AMENDED AND RESTATED IN ITS
ENTIRETY HEREBY AND ALL OTHER LOAN PAPERS EXECUTED PURSUANT HERETO SHALL BE
DEEMED TO HAVE BEEN MADE AND TO BE
9
PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS UNLESS THE LAWS GOVERNING NATIONAL BANKS SHALL HAVE
APPLICATION.
5.06. Final Agreement. THE LOAN AGREEMENT AS AMENDED AND RESTATED IN ITS
ENTIRETY HEREBY AND THE OTHER LOAN PAPERS, EACH AS AMENDED HEREBY, REPRESENT THE
ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON
THE CLOSING DATE THIS AMENDMENT IS EXECUTED. THE LOAN AGREEMENT AS AMENDED AND
RESTATED IN ITS ENTIRETY HEREBY AND THE OTHER LOAN PAPERS, AS AMENDED HEREBY,
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY
PROVISION OF THE LOAN AGREEMENT OR THE OTHER LOANS PAPERS SHALL BE MADE, EXCEPT
BY A WRITTEN AGREEMENT SIGNED BY COMPANY AND EITHER BANKS OR MAJORITY BANKS, AS
PROVIDED IN THE LOAN AGREEMENT.
IN WITNESS WHEREOF, this Amendment has been executed in multiple originals
and is effective as of the date first above-written.
[SIGNATURE PAGES TO FOLLOW]
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COMPANY:
CROSS TIMBERS OIL COMPANY,
a Delaware corporation
By: ▇▇▇▇ O'REAR
-----------------------------------------
▇▇▇▇ O'Rear, Vice President and Treasurer
BANKS:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Title: VICE PRESIDENT
-----------------------------------------
NATIONSBANK, N.A.
By: J. ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
J. ▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
CHASE BANK OF TEXAS, N.A.
By: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Vice President
BANKBOSTON, N.A.
By: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
Title: Director
-----------------------------------------
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▇▇▇▇▇ FARGO BANK (TEXAS), N.A.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
FROST NATIONAL BANK, as the surviving
bank by merger of ▇▇▇▇▇▇▇ Bank and Trust, N.A.,
effective May 29, 1998
By: W.H. (▇▇▇▇) ▇▇▇▇▇, III
-----------------------------------------
W.H. (▇▇▇▇) ▇▇▇▇▇, III, Senior Vice
President
ABN-AMRO BANK N.V.
By: W. ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: W. ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Title: Group Vice President
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By: ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Title: Vice President
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BANK OF MONTREAL
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Title: Director
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THE BANK OF NEW YORK
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Title: Vice President
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PARIBAS
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Vice President
By: ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, Assistant Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: PASCAL POUPELLE
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Pascal Poupelle
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Executive Vice President
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BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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FIRST UNION NATIONAL BANK
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior Vice President
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BANK ONE, TEXAS, N.A.
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
13
NATEXIS Banque
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
By: ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Assistant Vice President
THE BANK OF NOVA SCOTIA
By: F.C.H. ▇▇▇▇▇
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Name: F.C.H. ▇▇▇▇▇
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Title: Senior Manager Loan Operations
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COMERICA BANK-TEXAS
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Vice President
14